Ted A Gardner Form 4 Summit Materials / TED A GARDNER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GARDNER TED A

(Last) (First) (Middle)

C/O SUMMIT MATERIALS, INC.

1550 WYNKOOP STREET, 3RD FLOOR

(Street)

DENVER CO 80202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Summit Materials, Inc. [ SUM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/19/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	04/19/2016		C		50,000	A	(1)	50,000	I	See Footnote(2)
Class A Common Stock	04/19/2016		S		50,000	D	$20(3)	0	I	See Footnote(2)
Class A Common Stock	04/19/2016		C		522,804	A	(1)	522,804	I	See Footnote(4)
Class A Common Stock	04/19/2016		S		522,804	D	$20(3)	0	I	See Footnote(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LP Units of Summit Materials Holdings L.P.	(1)	04/19/2016		C			50,000	(1)	(1)	Class A Common Stock	50,000	(1)	202,752	I	See Footnote(2)
LP Units of Summit Materials Holdings L.P.	(1)	04/19/2016		C			522,804	(1)	(1)	Class A Common Stock	522,804	(1)	1,611,022	I	See Footnote(4)

Explanation of Responses:

1. Pursuant to the terms of an exchange agreement, dated as of March 11, 2015, the limited partnership units of Summit Materials Holdings L.P. ("LP Units") reported herein are exchangeable from and after the first anniversary of the closing of the issuer's initial public offering (subject to the terms of the exchange agreement and vesting requirements, including certain vesting events more fully described in the issuer's Registration Statement on Form S-1 (File No. 333-201058)) for shares of the issuer's Class A common stock ("Class A Common Stock") on a one-for-one basis.

2. Reflects securities held by a limited liability company controlled by Mr. Gardner.

3. This amount represents the $20.15 public offering price per share of Class A Common Stock, less the underwriting discount of $0.15 per share.

4. Reflects securities held by certain investment funds affiliated with Silverhawk Summit, L.P. ("Silverhawk"). Mr. Gardner, a managing partner and co-founder of Silverhawk, may be deemed to have beneficial ownership of the securities of the issuer held by Silverhawk.

Remarks:

The Reporting Person disclaims beneficial ownership of the securities reported herein as indirectly beneficially owned, except to the extent of his pecuniary interest therein.

	/s/Anne Lee Benedict, as Attorney-in-Fact	04/21/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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